Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Akers Biosciences Inc | |
Entity Central Index Key | 1,321,834 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,144,837 | |
Trading symbol | AKER | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 393,372 | $ 455,841 |
Marketable Securities | 5,229,225 | 9,264,961 |
Trade Receivables (net) | $ 1,109,227 | 1,154,290 |
Trade Receivables - Related Party (net) | 864,000 | |
Notes Receivable - Related Party | $ 299,052 | 266,457 |
Other Receivables | 101,576 | 41,435 |
Inventories (net) | 955,163 | 905,116 |
Other Current Assets | 169,722 | 107,633 |
Total Current Assets | 8,257,337 | 13,059,733 |
Non-Current Assets | ||
Notes Receivable - Related Party | 1,000,558 | 1,209,309 |
Property, plant and equipment, net | 214,154 | 201,483 |
Intangible assets, net | 1,515,660 | 2,176,065 |
Other Assets | 66,813 | 4,282 |
Total Non-Current Assets | 2,797,185 | 3,591,139 |
Total Assets | 11,054,522 | 16,650,872 |
Current Liabilities | ||
Trade and Other Payables | $ 1,256,293 | 1,538,430 |
Deferred Revenue - Related Party | 305,556 | |
Total Current Liabilities | $ 1,256,293 | 1,843,986 |
Total Liabilities | $ 1,256,293 | $ 1,843,986 |
STOCKHOLDERS' EQUITY | ||
Convertible Preferred Stock, No par value, 50,000,000 shares authorized, no shares issued and outstanding as of September 30, 2015 and December 31, 2014 | ||
Common Stock, No par value, 500,000,000 shares authorized, 5,144,837 and 4,954,837 issued and outstanding as of September 30, 2015 and December 31, 2014 | $ 100,388,396 | $ 99,691,096 |
Accumulated Deficit | (90,599,007) | (84,864,086) |
Accumulated Other Comprehensive Income/(Loss) | 8,840 | (20,124) |
Total Stockholders' Equity | 9,798,229 | 14,806,886 |
Total Liabilities and Stockholders' Equity | $ 11,054,522 | $ 16,650,872 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Convertible Preferred Stock, No Par Value | ||
Convertible Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Convertible Preferred Stock, Shares Issued | ||
Convertible Preferred Stock, Shares Outstanding | ||
Common Stock, No Par Value | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 5,144,837 | 4,954,837 |
Common Stock, Shares, Outstanding | 5,144,837 | 4,954,837 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Product Revenue | $ 169,473 | $ 359,980 | $ 1,325,887 | $ 1,090,010 |
Product Revenue - Related parties | 1,630,379 | |||
License Revenue | $ 10,000 | $ 15,000 | 10,000 | |
License Revenue - Related party | 83,333 | 305,556 | 250,000 | |
Total Revenue | $ 169,473 | 453,313 | 1,646,443 | 2,980,389 |
Cost of Sales: | ||||
Product Cost of Sales | (177,952) | (162,145) | (745,319) | (907,876) |
Gross Profit/(Loss) | (8,479) | 291,168 | 901,124 | 2,072,513 |
Administrative Expenses | $ 760,336 | $ 826,756 | 2,341,300 | 2,302,483 |
Administrative Expenses - Related parties | 864,000 | 195,002 | ||
Sales and Marketing Expenses | $ 725,832 | $ 358,650 | 1,854,623 | 966,357 |
Research and Development Expenses | 319,646 | $ 183,886 | 1,003,445 | $ 686,376 |
Impairment of Non-Current Assets | 466,476 | 466,476 | ||
Amortization of Non-Current Assets | 64,643 | $ 64,643 | 193,929 | $ 193,929 |
Loss from Operations | (2,345,412) | (1,142,767) | (5,822,649) | (2,271,634) |
Other (Income)/Expenses | ||||
Foreign Currency Transaction (Gain)/Loss | $ 2,001 | $ 1,022 | $ 7,971 | (2,874) |
Gain from demutualization of insurance carrier | (4,669) | |||
Interest and Dividend Income | $ (20,478) | $ (19,469) | $ (89,647) | $ (49,176) |
Other Income | (42) | (6,052) | ||
Total Other Income | (18,519) | $ (18,447) | (87,728) | $ (56,719) |
Loss Before Income Taxes | $ (2,326,893) | $ (1,124,320) | $ (5,734,921) | $ (2,214,915) |
Income Tax Benefit | ||||
Preferred Stock Dividend | $ (15,793) | |||
Net Loss Attributable to Common Stockholders | $ (2,326,893) | $ (1,124,320) | $ (5,734,921) | (2,230,708) |
Other Comprehensive Income/(Loss) | ||||
Unrealized Gains/(Losses) on Marketable Securities | 8,539 | (8,004) | 28,964 | (11,553) |
Total Other Comprehensive Income/(Loss) | 8,539 | (8,004) | 28,964 | (11,553) |
Comprehensive Loss | $ (2,318,354) | $ (1,132,324) | $ (5,705,957) | $ (2,242,261) |
Basic & diluted loss per common share | $ (0.45) | $ (0.23) | $ (1.12) | $ (0.48) |
Weighted average basic & diluted common shares outstanding | 5,144,837 | 4,924,837 | 5,138,573 | 4,675,200 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholder's Equity - 9 months ended Sep. 30, 2015 - USD ($) | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Comprehensive Income/(Loss) [Member] | Total |
Balance at Dec. 31, 2014 | $ 99,691,096 | $ (84,864,086) | $ (20,124) | $ 14,806,886 |
Balance, shares at Dec. 31, 2014 | 4,954,837 | |||
Net loss for the period | $ (5,734,921) | (5,734,921) | ||
Issuance of Restricted Common Stock for Directors & Officers | $ 697,300 | 697,300 | ||
Issuance of Restricted Common Stock for Directors & Officers, shares | 190,000 | |||
Unrealized gain on marketable securities | $ 28,964 | 28,964 | ||
Balance at Sep. 30, 2015 | $ 100,388,396 | $ (90,599,007) | $ 8,840 | $ 9,798,229 |
Balance, shares at Sep. 30, 2015 | 5,144,837 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flow (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss for the period | $ (5,734,921) | $ (2,214,915) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accrued interest and dividends on marketable securities | 8,387 | (11,935) |
Depreciation and amortization | 241,512 | $ 261,523 |
Impairment of non-current assets | 466,476 | |
Allowance for doubtful accounts | 864,000 | |
Gain from other non-operating activities | $ (6,010) | $ (4,669) |
Non-cash share based compensation | 549,600 | |
Non-cash share based payments for services | 196,800 | |
Changes in assets and liabilities | ||
(Increase)/decrease in trade receivables | $ 45,063 | (958,126) |
Increase in trade receivables - related party | $ (266,379) | |
Decrease in notes receivables - related party | $ 176,156 | |
Increase in other receivables | (60,141) | $ (56,179) |
(Increase)/decrease in inventories | (50,047) | 240,204 |
(Increase)/decrease in other assets | (60,529) | 97,762 |
Increase/(decrease) in trade and other payables | $ 415,163 | (334,358) |
Decrease in other payables - related party | (6,586) | |
Decrease in deferred revenue - related party | $ (305,556) | (250,000) |
Net cash used in operating activities | (4,000,447) | (2,757,258) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (60,254) | (24,987) |
Purchases of marketable securities | (52,319) | $ (12,537,202) |
Investment in Hainan Savy Akers Biosciences, Ltd. joint venture | $ (64,091) | |
Proceeds from demutualization of insurance carrier | $ 4,669 | |
Proceeds from other non-operating activities | $ 6,010 | |
Proceeds from sale of marketable securities | 4,108,632 | $ 2,330,592 |
Net cash provided by/(used in) investing activities | $ 3,937,978 | (10,226,928) |
Cash flows from financing activities | ||
Payment of short-term note payable - related party | (307,500) | |
Proceeds from issuance of common shares | 745,024 | |
Net proceeds from issuance of common stock in initial public offering | 13,101,336 | |
Dividend distribution on Series A Convertible Preferred Stock | (15,793) | |
Net cash provided by financing activities | 13,523,067 | |
Net increase/(decrease) in cash | $ (62,469) | 538,881 |
Cash at beginning of period | 455,841 | 103,634 |
Cash at end of period | 393,372 | 642,515 |
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Unrealized gains/(losses) on marketable securities | 28,964 | $ (11,553) |
Issuance of restricted common share grants to directors and officers accrued in 2014 | $ 697,300 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 - Nature of Business (a) Reporting Entity The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2014 included in Form 10-K of Akers Biosciences, Inc. and Subsidiaries (the Company). The condensed consolidated financial statements include two dormant subsidiaries, Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation. All material intercompany balances have been eliminated upon consolidation. (b) Nature of Business The Company commenced research and development operations in September 1989, and until 2005 had devoted substantially all its efforts to establishing the new business. The Companys primary focus is the development and sale of disposable diagnostic testing devices that can be performed in minutes, to facilitate time sensitive therapeutic decisions. The Companys main products are a disposable breathalyzer test that measures the blood alcohol content of the user, a rapid test detecting the antibody causing an allergic reaction to Heparin and a disposable breathalyzer test that measures Free Radical activity in the human body. When the Company enters into an agreement with a new distributor it requires an upfront licensing fee to be paid for the right to sell the Companys products in specific markets. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2 - Basis of Presentation and Significant Accounting Policies (a) Basis of Presentation The condensed consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with GAAP. The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements. (b) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for revenue recognition, allowances for doubtful accounts, inventory write-downs, impairment of intangible assets and valuation of share based payments. (c) Reclassifications Trade receivables related parties in the condensed consolidated balance sheet as of December 31, 2014 and Product revenue related parties in the condensed consolidated statement of operations for the nine months ended September 30, 2014 were reclassified to conform with the classification in 2015. (d) Foreign Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Companys functional currency. All financial information presented in U.S. Dollars has been rounded to the nearest dollar. Foreign currency transaction gains or losses, resulting from loans and cash balances denominated in foreign currencies, are recorded in the condensed consolidated statement of operations. (e) Comprehensive Income/(Loss) The Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 220 in reporting comprehensive income (loss). Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. (f) Cash and Cash Equivalents Cash and cash equivalents comprise cash balances. The Company considers all highly liquid investments, which include short-term bank deposits (up to 3 months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. Bank overdrafts are shown as part of trade and other payables in the condensed consolidated balance sheet. (g) Fair Value of Financial Instruments The Companys financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables. The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their short maturities. The Company believes the carrying amount of its note receivable approximates its fair value based on rates and other terms. The fair value of marketable securities is described in Note 2(g). ( h) Fair Value Measurement Marketable Securities The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. (i) Trade Receivables, Trade Receivables Related Party and Allowance for Doubtful Accounts The carrying amounts of current trade receivables is stated at cost, net of allowance for doubtful accounts and approximate their fair value given their short term nature. The normal credit terms extended to customers ranges between 30 and 90 days. The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on managements assessment of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of allowance. The Company considers the historical level of credit losses, makes judgments about the credit worthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. As of September 30, 2015 and December 31, 2014, allowances for doubtful accounts were $864,000 (Note 4) and $-. Allowances charged for doubtful accounts amounted to $- and $864,000 for the three and nine months ended September 30, 2015 and $- for the three and nine months ended September 30, 2014. (j) Concentration of Credit Risk The Company is exposed to credit risk in the normal course of business primarily related to trade receivables and cash and cash equivalents. Substantially all of the Companys cash is maintained with Fulton Bank of New Jersey and Bank of America. The funds are insured by the Federal Deposit Insurance Corporation up to a maximum of $250,000 per account or instrument, but are otherwise unprotected. The Company placed $361,800 and $399,417 with Fulton Bank of New Jersey, $27,532 and $52,384 with Bank of America and $4,040 with PayPal as of September 30, 2015 and December 31, 2014. Concentration of credit risk with respect to trade receivables exists as approximately 72% of its revenue was generated by two customers for the nine months ended September 30, 2015. These customers accounted for 20% of gross trade receivables (including related parties) as of September 30, 2015. In order to limit such risks, the Company performs ongoing credit evaluations of its customers financial condition. Included in accounts receivable as of September 30, 2015 and December 31, 2014 is a receivable of $500,000 and $1,000,000 due to be paid in two installments of $500,000, the first on April 30, 2015 and the second on July 30, 2015. The April 2015 payment of $500,000 was received on August 11, 2015. (k) Inventories Inventories are measured at the lower of cost or market. The cost of inventories is based on the weighted-average principle, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, costs include an appropriate share of production overheads based on normal operating capacity. (l) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within other income in the condensed consolidated statement of operations. Depreciation is recognized in the condensed consolidated statement of operations on the accelerated basis over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Plant and equipment 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Depreciation methods, useful lives and residual values are reviewed at each reporting date. (m) Intangible Assets (i) Patents and Trade Secrets The Company has developed or acquired several diagnostic tests that can detect the presence of various substances in a persons breath, blood, urine and saliva. Propriety protection for the Companys products, technology and process is important to its competitive position. As of September 30, 2015, the Company has nine patents from the United States Patent Office in effect (7,896,167; 8,097,171; 7,285,246; 7,837,936; 8,003,061; 8,425,859; 8,871,521; 5,827,749 and 8,808,639). Other patents are in effect in Australia through the Design Registry (348,310; 348,311 and 348,312), the Community Trade Mark in the European Union ((OHIM) 002216895-0001; 002216895-0002 and 002216895-0003) and in Japan (4,885,134 and 4,931,821). Patents are in the national phase of prosecution in many Patent Cooperation Treaty participating countries. Additional proprietary technology consists of numerous different inventions. The Company intends to file additional patent applications, where appropriate, relating to new products, technologies and their use in the U.S., European and Asian markets. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. (ii) Patent Costs Costs associated with applying for patents are capitalized as patent costs. Once the patents are approved, the respective costs are amortized over their estimated useful lives (maximum of 17 years) on a straight-line basis. Patent pending costs for patents that are not approved are charged to the statement of operations the year the patent is rejected. In addition, patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life. (iii) Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. (iv) Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Patents and trademarks 12-17 Customer lists 5 (n) Recoverability of Long-lived Assets In accordance with FASB ASC 360-10-35 Impairment or Disposal of Long-lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. As a result of this evaluation, the Company determined that the carrying amounts of the two patents and a trademark are not recoverable and therefore recorded an impairment charge. During the three and nine months ended September 30, 2015 $466,476 (2014 $-) was recorded as impairment expense on the condensed consolidated statements of operations. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. (o) Investments In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Companys ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Companys ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation. On March 9, 2015, the Company contributed capital of $64,675 in Hainan Savy Akers Biosciences, Ltd., a company incorporated in the Peoples Republic of China, resulting in a 19.9% ownership interest. The contribution was adjusted downward to $64,091 on April 8, 2015; the net effect of the currency conversion when the contribution was processed in Hainan. This is included in other assets in the condensed consolidated balance sheet as of September 30, 2015 and is accounted for using the cost method. (p) Revenue Recognition In accordance with FASB ASC 605, the Company recognizes revenue when (i) persuasive evidence of a customer or distributor arrangement exists, (ii) a retailer, distributor or wholesaler receives the goods and acceptance occurs, (iii) the price is fixed or determinable, and (iv) the collectability of the revenue is reasonably assured. Subject to these criteria, the Company recognizes revenue from product sales when title passes to the customer based on shipping terms. The Company typically does not accept returns nor offer charge backs or rebates except for certain distributors. Revenue recorded is net of any discount, rebate or sales return. No accrual for estimated sales returns are necessary as of September 30, 2015 and December 31, 2014. The Company instituted a significant price increase for certain PIFA products effective May 1, 2015. In an effort to phase in the increase for existing customers, the Company is providing a rebate to its distributors for the price increase through December 31, 2015 for their existing customer base as of April 30, 2015. The Company has established an accrual of $70,282 and $362,150, which is a reduction of revenue, for the three and nine months ended September 30, 2015 for this program. Accounts receivable will be reduced when the rebates are applied by the customer. License fee revenue is recognized on a straight-line basis over the term of the license agreement. When the Company enters into arrangements that contain more than one deliverable, the Company allocates revenue to the separate elements under the arrangement based on their relative selling prices in accordance with FASB ASC 605-25. (q) Income Taxes The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. (r) Shipping and Handling Fees and Costs The Company charges actual shipping plus a handling fee to customers, which amounted to $10,998 and $43,776 for the three and nine months ended September 30, 2015 and $8,440 and $25,677 for the three and nine months ended September 30, 2014. These fees are classified as part of product revenue in the condensed consolidated statements of operations. Shipping and other related delivery costs, including those for incoming raw materials are classified as part of the cost of net revenue, which amounted to $15,590 and $82,997 for the three and nine months ended September 30, 2015 and $18,031 and $47,238 for the three and nine months ended September 30, 2014. (s) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed when incurred. (t) Stock-based Payments The Company accounts for stock-based compensation under the provisions of FASB ASC 718, CompensationStock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the shorter of the period over which services are to be received or the vesting period. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50, Equity-Based Payments to Non-Employees. Under FASB ASC 505-50, the Company determines the fair value of the stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company estimates the fair value of stock-based awards to non-employees on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the period which services are to be received. At the end of each financial reporting period, prior to vesting or prior to the completion of services, the fair value of equity based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity based payments are fully vested or the service is completed. (u) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. The calculation of the basic and diluted loss per share for the three months ended September 30, 2015 and 2014 was based on a loss attributable to common stockholders of $2,326,893 and $1,124,320. The calculation of basic and diluted loss per share for the nine months ended September 30, 2015 and 2014 was based on a loss of $5,734,921 and $2,230,708 attributable to common stockholders. Potential common shares consist of options and warrants. Diluted net loss per common share was the same as basic loss per common share for the three and nine months ended September 30, 2015 and 2014 since the effect of options and warrants would be anti-dilutive due to the net loss attributable to the common stockholders for the periods. Instruments excluded from dilutive earnings per share, because their inclusion would be anti-dilutive, were 175,000 units of options for the three and nine months ended September 30, 2015 and 1,989 units of warrants and 175,000 units of options for the three and nine months ended September 30, 2014. (v) Recently Adopted Accounting Pronouncements As of September 30, 2015 and for the nine months then ended, there were no recently adopted accounting pronouncements that had a material effect on the Companys financial statements. (w) Recently Issued Accounting Pronouncements not Yet Adopted As of September 30, 2015, there are no recently issued accounting standards not yet adopted which would have a material effect on the Companys financial statements through 2017. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 3 Marketable Securities Following is a description of the valuation methodologies used for assets measured at fair value as of September 30, 2015 and December 31, 2014. Money market funds, U.S. Agency Securities, Corporate and Municipal Securities and Certificates of Deposits: 2015 Accrued Unrealized Unrealized Fair Cost Income Gains Losses Value Level 2: Money market funds $ 1,002 $ - $ - $ - $ 1,002 US agency securities 297,699 960 1,809 - 300,468 Certificates of deposits 2,695,000 4,620 7,492 - 2,707,112 Corporate securities 1,528,308 2,707 - (1,225 ) 1,529,790 Municipal securities 688,291 1,798 764 - 690,853 Total Level 2: 5,210,300 10,085 10,065 (1,225 ) 5,229,225 Total: $ 5,210,300 $ 10,085 $ 10,065 $ (1,225 ) $ 5,229,225 Marketable securities include U.S. agency securities, corporate securities, and municipal securities, which are classified as available for sale. The securities are valued at fair market value. Maturities of the securities range from one to twenty years. Unrealized gains and losses relating to the available for sale investment securities were recorded in the condensed consolidated statement of changes in stockholders equity as comprehensive income. These amounts were gains of $8,539 and $28,964 for the three and nine months ended September 30, 2015 and losses of $8,004 and $11,553 for the three and nine months ended September 30, 2014. As of September 30, 2015, investments in U.S. agency securities, corporate securities and municipal securities classified as available for sale mature as follows: Within After 1 Year 1 - 5 Years 5 - 10 Years 10 Years $ 295,084 $ 4,834,117 $ - $ 100,024 Proceeds from the sale of marketable securities for the three and nine months ended September 30, 2015 were $1,202,311 and $4,108,632 and were $1,249,263 and $2,330,592 for the three and nine months ended September 30, 2014. As a result of these sales, a gross loss of $5,213 and $7,201 was recorded for the three and nine months ended September 30, 2015 and a gross gain of $891 and $751 was recorded for the three and nine months ended September 30, 2014. |
Trade Receivables - Related Par
Trade Receivables - Related Party | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Trade Receivables - Related Party | Note 4 - Trade Receivables Related Party The Company reclassified the trade receivable of $864,000 from Thirty Six Strategies General Trading LLC (36S) as a trade receivable related party in 2015 (Note 14). As a result, the Company also reclassified this trade receivable on the condensed consolidated balance sheet as of December 31, 2014. The amount due is non-interest bearing, unsecured and has a term of 360 days which was due June 30, 2015. As of June 30, 2015, the Company established an allowance for doubtful accounts of $864,000 which is reported as administrative expenses related parties in the condensed consolidated statement of operations and comprehensive income for the nine months ended September 30, 2015 (Note 14). The Company continues to work with 36S to gain approval of the Companys Tri-Cholesterol product in Australia. |
Note Receivable - Related Party
Note Receivable - Related Party | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Note Receivable - Related Party | Note 5 - Note Receivable Related Party On December 31, 2014 a note of $1,475,766 was issued to the Company in exchange for the Companys open trade receivables from ChubeWorkx Guernsey Limited, a major shareholder. It is payable in sixty equal installments of $27,734 commencing January 1, 2015 and has an interest rate of 5% per annum. Installments due for the periods January through August 2015 have been received. Interest income received in the three and nine months ended September 30, 2015 was $10,878 and $45,715 and is recorded in the interest and dividend income in the condensed consolidated statement of operations and comprehensive income. In the event of default, the Company, at its sole discretion, has the right to redeem any and all Company shares owned by ChubeWorkx Guernsey Limited to satisfy the monies owed to the Company under this note (Note 18). The scheduled cash flow from the note is as follows: Principal Interest Total Next 12 Months $ 299,052 $ 61,489 $ 360,541 Next 13-24 Months 290,770 42,038 332,808 Next 25-36 Months 305,647 27,161 332,808 Next 37-48 Months 321,284 11,524 332,808 Next 49-60 Months 82,857 345 83,202 $ 1,299,610 $ 142,557 $ 1,442,167 Notes receivable related party as of September 30, 2015 and December 31, 2014 is as follows: 2015 2014 Current $ 299,052 $ 266,457 Non-current 1,000,558 1,209,309 $ 1,299,610 $ 1,475,766 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6 - Inventories Inventories at September 30, 2015 and December 31, 2014 consists of the following categories: 2015 2014 Raw Materials $ 392,503 $ 413,897 Sub-Assemblies 509,099 433,793 Finished Goods 82,500 86,365 Reserve for Obsolescence (28,939 ) (28,939 ) $ 955,163 $ 905,116 For the three and nine months ended September 30, 2015 and 2014, no charges were made to cost of goods sold for obsolete inventory. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 7 - Property, Plant and Equipment Property, plant and equipment as of September 30, 2015 and December 31, 2014 are as follows: 2015 2014 Computer Equipment $ 100,405 $ 100,405 Computer Software 40,681 30,736 Office Equipment 50,049 50,049 Furniture & Fixtures 29,939 29,939 Machinery & Equipment 1,112,060 1,111,005 Molds & Dies 703,582 654,327 Leasehold Improvements 222,593 222,594 2,259,309 2,199,055 Less Accumulated Depreciation 2,045,155 1,997,572 $ 214,154 $ 201,483 Depreciation expense was $15,938 and $47,583 for the three and nine months ended September 30, 2015 and $23,233 and $67,593 for the three and nine months ended September 30, 2014. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8 - Intangible Assets Intangible assets as of September 30, 2015 and December 31, 2014 and the movements for the three months then ended are as follows: Distributor & Patents & Customer Trademarks Relationships Totals Cost or Deemed Cost At December 31, 2014 $ 3,851,495 $ 1,270,639 $ 5,122,134 Additions - - - Disposals - - - Impairments (466,476 ) - (466,476 ) At September 30, 2015 $ 3,385,019 $ 1,270,639 $ 4,655,658 Accumulated Amortization At December 31, 2014 $ 1,675,430 $ 1,270,639 $ 2,946,069 Amortization Charge 193,929 - 193,929 Disposals - - - At September 30, 2015 $ 1,869,359 $ 1,270,639 $ 3,139,998 Net Book Value At December 31, 2014 $ 2,176,065 $ - $ 2,176,065 At September 30, 2015 $ 1,515,660 $ - $ 1,515,660 Amortization expense was $64,643 and $193,929 for the three and nine months ended September 30, 2015 and $64,643 and $193,929 for the three and nine months ended September 30, 2014. Impairment expense was $466,476 for the three and nine months ended September 30, 2015 and $- for the three and nine months ended September 30. 2014. |
Trade and Other Payables
Trade and Other Payables | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 9 - Trade and Other Payables Trade and other payables as of September 30, 2015 and December 31, 2014 are as follows: 2015 2014 Trade Payables $ 404,942 $ 377,898 Accrued Expenses 716,601 1,100,782 Legal Settlements Payable 75,000 - Deferred Compensation 59,750 59,750 $ 1,256,293 $ 1,538,430 Trade and other payables are non-interest bearing and are normally settled on 30 day terms. |
Deferred Revenue - Related Part
Deferred Revenue - Related Party | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue - Related Party | Note 10 - Deferred Revenue Related Party Deferred revenue represents the unearned revenue from the 3-year exclusive License and Supply Agreement with ChubeWorkx Guernsey Limited (ChubeWorkx)(Note 14) for the purchase and distribution of the Companys proprietary breathalyzer that was signed in June 2012. As of December 31, 2014, 8,120,000 units have been shipped. The license revenue is being recognized monthly on a straight line basis over the 3-year term of the agreement. On May 7, 2015, the Company and ChubeWorkx mutually terminated the exclusive license and supply agreement that granted worldwide distribution rights to ChubeWorkx for the Companys breathalyzer test. As a result of this action and per the terms of the original agreement, the Company recognized the remaining $166,667 of deferred revenue in the statement of operations for the three months ended June 30, 2015. |
Share-based Payments
Share-based Payments | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Payments | Note 11 - Share-based Payments On January 23, 2014, upon effectiveness of the registration statement filed with the SEC, the Company adopted the 2013 Stock Incentive Plan (the Plan) which will provide for the issuance of up to 400,000 shares. The purpose of the Plan is to provide additional incentive to those officers, employees, consultants and non-employee directors of the Company and its parents, subsidiaries and affiliates whose contributions are essential to the growth and success of the Companys business. On January 9, 2015, the Board of Directors of the Company approved, upon recommendation from the Compensation Committee of the Board, by unanimous written consent the Amended and Restated 2013 Incentive Stock and Award Plan (the Plan), which increases the number of authorized shares of common stock subject to the Plan to 800,000 shares. The 2013 Plan may be administered by the board or a board-appointed committee. Eligible recipients of option awards are employees, officers, consultants or directors (including non-employee directors) of the Company or of any parent, subsidiary or affiliate of the Company. The board has the authority to grant to any eligible recipient any options, restricted stock or other awards valued in whole or in part by reference to, or otherwise based on, our common stock. (a) Stock Warrants The Company has issued warrants to various employees, consultants and members of the Board of Directors of the Company for their services either in connection with the Companys ongoing efforts to raise capital or the development of the Companys products. In addition, the Company has granted warrants to lenders in connection with the issuance of debt. Each warrant granted may be exchanged for a prescribed number of shares of common stock. The warrants expired March 18, 2015. The following table summarizes the warrant activities for the nine months ended September 30, 2015: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Shares Exercise Price Term (years) Value Balance at December 31, 2014 1,989 $ 71.76 Granted - - Exercised - - Forfeited - - Canceled/Expired (1,989 ) 71.76 Balance at September 30, 2015 - $ - Exercisable as of September 30, 2015 - $ - - $ - (b) Stock options Qualified option holders may exercise their options at their discretion. Each option granted may be exchanged for a prescribed number of shares of common stock. The following table summarizes the option activities for the nine months ended September 30, 2015: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Shares Exercise Price Term (years) Value Balance at December 31, 2014 175,000 $ 4.98 Granted - - Exercised - - Forfeited - - Canceled/Expired - - Balance at September 30, 2015 175,000 $ 4.98 Exercisable as of September 30, 2015 175,000 $ 4.98 3.75 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $3.15 for our common shares on September 30, 2015. Since the exercise price is lower than the closing stock price at September 30, 2015, there is no intrinsic value of the options exercisable at September 30, 2015. The total grant date fair value of stock options vested for the three and nine months ended September 30, 2015 was $- and for the three and nine months ended September 30, 2014 was $- and $549,600. As of September 30, 2015, there was $- of unrecognized compensation cost related to outstanding employee stock options. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity | Note 12 - Equity The holders of common shares are entitled to one vote per share at meetings of the Company. Holders of Series A convertible preferred shares are entitled to five votes per share at meetings of the Company. On January 9, 2015, the Company issued an aggregate of 190,000 shares of the Companys restricted common stock, no par value per share, with a fair value of $697,300, calculated using the closing price of $3.67 per common share as of January 9, 2015, to the following directors and officers for their services in the year ended December 31, 2014: Name Shares Aker, Jr., Raymond 70,000 Knox, Brandon 35,000 knox, Thomas 50,000 Moran, Gavin 35,000 190,000 The $697,300 was expensed in 2014 and the liability is included in Trade and Other Payables on the condensed consolidated balance sheet for the year ended December 31, 2014. As of September 30, 2015 the Company has 175,000 reserved shares of its common stock for outstanding warrants and options. At December 31, 2014 the Company had 176,989 reserved shares of its common stock for outstanding warrants and options. |
Income Tax Expense
Income Tax Expense | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | Note 13 - Income Tax Expense There is no income tax benefit for the losses for the three or nine months ended September 30, 2015 and 2014 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits. The Companys policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2015, the Company had no unrecognized tax benefits, or any tax related interest or penalties. There were no changes in the Companys unrecognized tax benefits during the three and nine months ended September 30, 2015 related to unrecognized tax benefits. With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2011 and thereafter are subject to examination by the relevant taxing authorities. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 - Related Party Transactions On January 12, 2011, the Company entered into a consulting agreement with Nicolette Consulting Group Limited (NCG) for a period of three years for the services of Mr. Thomas A. Nicolette as President and Chief Executive Officer of the Company. The consulting agreement was extended through February 11, 2014 on December 23, 2013 and extended through March 31, 2014 on March 15, 2014. Mr. Nicolette resigned from the Company effective March 28, 2014. On June 19, 2012, the Company entered into a 3 year exclusive License & Supply Agreement with Chubeworkx Guernsey Limited (as successor to SONO International Limited) (Chubeworkx) for the purchase and distribution of ABIs proprietary breathalyzers outside North America. Chubeworkx paid a licensing fee of $1,000,000 which was recognized over the term of the agreement through June 30, 2015 (Note 10). On June 13, 2013, the Company announced an expansion of the License and Supply Agreement with Chubeworkx to include worldwide marketing and distribution of the Be CHUBE program using the Companys breathalyzer. On August 5, 2013, the Board of Directors appointed Gary M. Rauch, the principal of DataSys Solutions, LLC (DS), as the Corporate Treasurer. The Company entered into a consulting agreement with DS on January 1, 2011, with a term of three years, under which the Company agreed to pay $5,625 per month for Mr. Rauchs services as Controller of the Company. On March 18, 2014, the Board of Directors approved the appointment of Mr. Rauch as Vice President of Finance, retroactive to February 2, 2014, and he became an employee of the Company. On December 23, 2013, the Company entered into a short-term bridge loan with Nicolette Consulting Group for $307,500, payable on January 15, 2014 with a 5% per annum interest rate. The transaction was recorded as a Short-Term Notes Payable Related Party. The loan, with interest amounting to $969, was paid in full on January 15, 2014. On June 30, 2014, the Company recorded a sale of $864,000 to 36S (Note 4). Mr. Gavin Moran, a member of the Companys Board of Directors at the time of the sale, has beneficial ownership in 36S. Trade receivables related party as of September 30, 2015 and December 31, 2014 are $- and $864,000. The amount due is non-interest bearing, unsecured and has a term of 360 days which was due June 30, 2015. As of June 30, 2015, the Company established an allowance for doubtful accounts of $864,000 which is reported as administrative expenses related parties in the condensed consolidated statement of operations and comprehensive income for the nine months ended September 30, 2015 (Note 4). Product revenue related parties for the three and nine months ended September 30, 2015 were $- and for the three and nine months ended September 30, 2014 were $- and $1,630,379. Administrative expenses related parties for the three and nine months were ended September 30, 2015 were $- and $864,000 (Note 4) and for the three and nine months ended September 30, 2014 were $- and $195,002. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 15 - Commitments The Company leases its facility in West Deptford, New Jersey under an operating lease with annual rentals of $130,200 plus common area maintenance (CAM) charges. The lease, which took effect on January 1, 2008, reduced the CAM charges allowing the Company to reach their own agreements with utilities and other maintenance providers. On January 7, 2013, the Company extended its lease agreement for a term of 7 years, expiring December 31, 2019. Under the terms of the lease, The Company will pay $132,000 per year. Rent expense, including related CAM charges, was $40,290 and $120,870 for the three and nine months ended September 30, 2015 and $40,290 and $120,870 for the three and nine months ended September 30, 2014. The Company entered into a 60 month operating lease for equipment with annual rentals of $6,156 on September 29, 2014. The lease commenced on October 21, 2014 upon the delivery of the equipment. The schedule of lease commitments is as follows: Building Equipment Lease Lease Total Next 12 Months $ 132,000 $ 6,156 $ 138,156 Next 13-24 Months 132,000 6,156 138,156 Next 25-36 Months 132,000 6,156 138,156 Next 37-48 Months 132,000 6,156 138,156 Next 49-60 Months 33,000 513 33,513 |
Major Customers
Major Customers | 9 Months Ended |
Sep. 30, 2015 | |
Major Customers [Abstract] | |
Major Customers | Note 16 - Major Customers For the three months ended September 30, 2015, two customers each generated more than 10% of the Companys product revenue. In aggregate, sales to these customers accounted for 54% of the Companys product revenue. For the nine months ended September 30, 2015, two customers each generated more than 10% of the Companys product revenue. In aggregate, sales to these customers accounted for 65% of the Companys product revenue. As of September 30, 2015, the amount due from these two customers was $397,589. This concentration makes the Company vulnerable to a near-term severe impact should the relationships be terminated. For the three months ended September 30, 2014, two customers each generated more than 10% of the Companys product revenue. Sales to these customers accounted for 70% of the Companys product revenue. For the nine months ended September 30, 2014, three customers each generated more than 10% of the Companys product revenue. In aggregate, sales to these customers accounted for 82% of the Companys product revenue. As of September 30, 2014, the amount due from these customers was $2,461,017. |
Major Suppliers
Major Suppliers | 9 Months Ended |
Sep. 30, 2015 | |
Major Suppliers [Abstract] | |
Major Suppliers | Note 17 Major Suppliers For the three months ended September 30, 2015, three suppliers each accounted for more than 10% of the Companys purchases. In aggregate, these suppliers accounted for 61% of the Companys total purchases. For the nine months ended September 30, 2015, three suppliers each accounted for more than 10% of the Companys purchases. In aggregate, these suppliers accounted for 47% of the Companys total purchases. As of September 30, 2015, the amount due to the suppliers was $30. For the three months ended September 30, 2014, four suppliers each accounted for more than 10% of the Companys purchases. These suppliers accounted for 53% of the Companys total purchases. For the nine months ended September 30, 2014, no suppliers accounted for more than 10% of the Companys purchases. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 18 Contingencies On October 15, 2014 a complaint was filed by Akers Biosciences, Inc. in federal district court (Southern District of New York) seeking a declaratory judgment of non-breach of a contract with Mr. Lawrence Martin. This complaint was filed in response to various threats of litigation proffered by Mr. Martins counsel in connection with the alleged breach of a purchase agreement entered into by the Company and Mr. Martin on January 23, 2007 (2007 Purchase Agreement), as amended on April 18, 2012. Prior to filing the complaint the Company, in good faith, attempted to ascertain the basis for the breach allegations with an eye to resolve any possible claims outside of court but such discussions ultimately were rendered fruitless. Responsive to the Companys filing, Mr. Martin has filed a complimentary suit in the sixth judicial circuit court (Pinellas County, FL) alleging, among other counts, breach of the 2007 Purchase Agreement for failure to pay certain royalties allegedly owed to Mr. Martin. The Company successfully removed the Florida state court case filed by Mr. Martin to the Federal District Court, Middle District, Florida. On March 10, 2015, the Federal Southern District of New York denied Mr. Martins request to transfer venue to Florida and retained jurisdiction. In light of this decision, the Company and Mr. Martin have entered into a Stipulation that Mr. Martins Florida Action will be dismissed without prejudice. A $75,000 accrual was recorded as of September 30, 2015 and is included in sales and marketing expenses in the condensed consolidated statement of operations and comprehensive income. On April 23, 2015, a complaint was filed by the Company in federal district court (District of New Jersey) against ChubeWorkx Guernsey Limited (ChubeWorkx) for breach of contract (the Breach of Contract Claim) for failure of timely interest payments by ChubeWorkx under a promissory note (the Chube Note) entered into by the Company and ChubeWorkx in December 2014. As part of this action, the Company also filed a preliminary injunction which sought to bar ChubeWorkx from disposing of the Companys common stock owned by ChubeWorkx for which the Company retained a right of sale in the event of a default by ChubeWorkx under the Chube Note. A consent decree has been finalized and entered by the court to resolve the issues of the preliminary injunction which requires ChubeWorkx to escrow a certain of number of shares of the Companys common stock currently held by ChubeWorkx until the Breach of Contract Claim has been fully adjudicated. The Breach of Contract Claim is currently in the discovery phase and while the parties have communicated in good faith to resolve this dispute all discussions to date have not yielded any results. On August 21, 2015, ChubeWorkx filed a lawsuit against the Company in The High Court of Justice, Queens Bench Division Commercial Court, Royal Courts of Justice, United Kingdom, alleging a breach of contract under the exclusive license agreement entered into by ChubeWorkx with Company in June 2012 and damages resulting from said alleged breach. The lawsuit is in the preliminary stage where the Company is challenging appropriate service. The Company and ChubeWorkx are actively discussing a global settlement for all existing claims and pending law suits. As a reasonable estimate of any loss from this case cannot be made, no accrual for losses was made as of September 30, 2015. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 Subsequent Events On October 2, 2015, the Company settled the lawsuit with Lawrence Martin. Subject to the exclusions allowed under the Settlement Agreement regarding confidentiality, the Company shall pay a cash amount of $75,000 paid over 12 months to Mr. Martin as well as assign back U.S. patents 7,285,246 and 7,837,936 on or before January 1, 2016. Additionally, the existing royalty obligations under the Purchase Agreement of 2007, as amended on April 18, 2012, of the Company to Mr. Martin shall be in force until January 1, 2016 when the 2007 Purchase Agreement, as amended on April 18, 2012, shall be terminated. Additionally, the parties provided to each other full releases from all claims against each other starting from the beginning of time until the date of the October 2 Settlement Agreement. On November 4, 2015, the Company announced that the China Food and Drug Administration (CFDA) approved for medical use throughout Mainland China, the Companys PIFA Heparin/PF4 rapid diagnostic test. |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The condensed consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with GAAP. The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements. |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for revenue recognition, allowances for doubtful accounts, inventory write-downs, impairment of intangible assets and valuation of share based payments. |
Reclassifications | (c) Reclassifications Trade receivables related parties in the condensed consolidated balance sheet as of December 31, 2014 and Product revenue related parties in the condensed consolidated statement of operations for the nine months ended September 30, 2014 were reclassified to conform with the classification in 2015. |
Foreign Currency | (d) Foreign Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Companys functional currency. All financial information presented in U.S. Dollars has been rounded to the nearest dollar. Foreign currency transaction gains or losses, resulting from loans and cash balances denominated in foreign currencies, are recorded in the condensed consolidated statement of operations. |
Comprehensive Income/(Loss) | (e) Comprehensive Income/(Loss) The Company follows Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 220 in reporting comprehensive income (loss). Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. |
Cash and Cash Equivalents | (f) Cash and Cash Equivalents Cash and cash equivalents comprise cash balances. The Company considers all highly liquid investments, which include short-term bank deposits (up to 3 months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. Bank overdrafts are shown as part of trade and other payables in the condensed consolidated balance sheet. |
Fair Value of Financial Instruments | (g) Fair Value of Financial Instruments The Companys financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables. The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their short maturities. The Company believes the carrying amount of its note receivable approximates its fair value based on rates and other terms. The fair value of marketable securities is described in Note 2(g). |
Fair Value Measurement - Marketable Securities | ( h) Fair Value Measurement Marketable Securities The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. |
Trade Receivables, Trade Receivables - Related Party and Allowance for Doubtful Accounts | (i) Trade Receivables, Trade Receivables Related Party and Allowance for Doubtful Accounts The carrying amounts of current trade receivables is stated at cost, net of allowance for doubtful accounts and approximate their fair value given their short term nature. The normal credit terms extended to customers ranges between 30 and 90 days. The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on managements assessment of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of allowance. The Company considers the historical level of credit losses, makes judgments about the credit worthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. As of September 30, 2015 and December 31, 2014, allowances for doubtful accounts were $864,000 (Note 4) and $-. Allowances charged for doubtful accounts amounted to $- and $864,000 for the three and nine months ended September 30, 2015 and $- for the three and nine months ended September 30, 2014. |
Concentration of Credit Risk | (j) Concentration of Credit Risk The Company is exposed to credit risk in the normal course of business primarily related to trade receivables and cash and cash equivalents. Substantially all of the Companys cash is maintained with Fulton Bank of New Jersey and Bank of America. The funds are insured by the Federal Deposit Insurance Corporation up to a maximum of $250,000 per account or instrument, but are otherwise unprotected. The Company placed $361,800 and $399,417 with Fulton Bank of New Jersey, $27,532 and $52,384 with Bank of America and $4,040 with PayPal as of September 30, 2015 and December 31, 2014. Concentration of credit risk with respect to trade receivables exists as approximately 72% of its revenue was generated by two customers for the nine months ended September 30, 2015. These customers accounted for 20% of gross trade receivables (including related parties) as of September 30, 2015. In order to limit such risks, the Company performs ongoing credit evaluations of its customers financial condition. Included in accounts receivable as of September 30, 2015 and December 31, 2014 is a receivable of $500,000 and $1,000,000 due to be paid in two installments of $500,000, the first on April 30, 2015 and the second on July 30, 2015. The April 2015 payment of $500,000 was received on August 11, 2015. |
Inventories | (k) Inventories Inventories are measured at the lower of cost or market. The cost of inventories is based on the weighted-average principle, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, costs include an appropriate share of production overheads based on normal operating capacity. |
Property, Plant and Equipment | (l) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within other income in the condensed consolidated statement of operations. Depreciation is recognized in the condensed consolidated statement of operations on the accelerated basis over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Plant and equipment 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Depreciation methods, useful lives and residual values are reviewed at each reporting date. |
Intangible Assets | (m) Intangible Assets (i) Patents and Trade Secrets The Company has developed or acquired several diagnostic tests that can detect the presence of various substances in a persons breath, blood, urine and saliva. Propriety protection for the Companys products, technology and process is important to its competitive position. As of September 30, 2015, the Company has nine patents from the United States Patent Office in effect (7,896,167; 8,097,171; 7,285,246; 7,837,936; 8,003,061; 8,425,859; 8,871,521; 5,827,749 and 8,808,639). Other patents are in effect in Australia through the Design Registry (348,310; 348,311 and 348,312), the Community Trade Mark in the European Union ((OHIM) 002216895-0001; 002216895-0002 and 002216895-0003) and in Japan (4,885,134 and 4,931,821). Patents are in the national phase of prosecution in many Patent Cooperation Treaty participating countries. Additional proprietary technology consists of numerous different inventions. The Company intends to file additional patent applications, where appropriate, relating to new products, technologies and their use in the U.S., European and Asian markets. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. (ii) Patent Costs Costs associated with applying for patents are capitalized as patent costs. Once the patents are approved, the respective costs are amortized over their estimated useful lives (maximum of 17 years) on a straight-line basis. Patent pending costs for patents that are not approved are charged to the statement of operations the year the patent is rejected. In addition, patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life. (iii) Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. (iv) Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Patents and trademarks 12-17 Customer lists 5 |
Recoverability of Long-lived Assets | (n) Recoverability of Long-lived Assets In accordance with FASB ASC 360-10-35 Impairment or Disposal of Long-lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. As a result of this evaluation, the Company determined that the carrying amounts of the two patents and a trademark are not recoverable and therefore recorded an impairment charge. During the three and nine months ended September 30, 2015 $466,476 (2014 $-) was recorded as impairment expense on the condensed consolidated statements of operations. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. |
Investments | (o) Investments In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Companys ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Companys ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation. On March 9, 2015, the Company contributed capital of $64,675 in Hainan Savy Akers Biosciences, Ltd., a company incorporated in the Peoples Republic of China, resulting in a 19.9% ownership interest. The contribution was adjusted downward to $64,091 on April 8, 2015; the net effect of the currency conversion when the contribution was processed in Hainan. This is included in other assets in the condensed consolidated balance sheet as of September 30, 2015 and is accounted for using the cost method. |
Revenue Recognition | (p) Revenue Recognition In accordance with FASB ASC 605, the Company recognizes revenue when (i) persuasive evidence of a customer or distributor arrangement exists, (ii) a retailer, distributor or wholesaler receives the goods and acceptance occurs, (iii) the price is fixed or determinable, and (iv) the collectability of the revenue is reasonably assured. Subject to these criteria, the Company recognizes revenue from product sales when title passes to the customer based on shipping terms. The Company typically does not accept returns nor offer charge backs or rebates except for certain distributors. Revenue recorded is net of any discount, rebate or sales return. No accrual for estimated sales returns are necessary as of September 30, 2015 and December 31, 2014. The Company instituted a significant price increase for certain PIFA products effective May 1, 2015. In an effort to phase in the increase for existing customers, the Company is providing a rebate to its distributors for the price increase through December 31, 2015 for their existing customer base as of April 30, 2015. The Company has established an accrual of $70,282 and $362,150, which is a reduction of revenue, for the three and nine months ended September 30, 2015 for this program. Accounts receivable will be reduced when the rebates are applied by the customer. License fee revenue is recognized on a straight-line basis over the term of the license agreement. When the Company enters into arrangements that contain more than one deliverable, the Company allocates revenue to the separate elements under the arrangement based on their relative selling prices in accordance with FASB ASC 605-25. |
Income Taxes | (q) Income Taxes The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. |
Shipping and Handling Fees and Costs | (r) Shipping and Handling Fees and Costs The Company charges actual shipping plus a handling fee to customers, which amounted to $10,998 and $43,776 for the three and nine months ended September 30, 2015 and $8,440 and $25,677 for the three and nine months ended September 30, 2014. These fees are classified as part of product revenue in the condensed consolidated statements of operations. Shipping and other related delivery costs, including those for incoming raw materials are classified as part of the cost of net revenue, which amounted to $15,590 and $82,997 for the three and nine months ended September 30, 2015 and $18,031 and $47,238 for the three and nine months ended September 30, 2014. |
Research and Development Costs | (s) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed when incurred. |
Stock-based Payments | (t) Stock-based Payments The Company accounts for stock-based compensation under the provisions of FASB ASC 718, CompensationStock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the shorter of the period over which services are to be received or the vesting period. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50, Equity-Based Payments to Non-Employees. Under FASB ASC 505-50, the Company determines the fair value of the stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the period which services are to be received. At the end of each financial reporting period, prior to vesting or prior to the completion of services, the fair value of equity based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity based payments are fully vested or the service is completed. |
Basic and Diluted Earnings per Share of Common Stock | (u) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. The calculation of the basic and diluted loss per share for the three months ended September 30, 2015 and 2014 was based on a loss attributable to common stockholders of $2,326,893 and $1,124,320. The calculation of basic and diluted loss per share for the nine months ended September 30, 2015 and 2014 was based on a loss of $5,734,921 and $2,230,708 attributable to common stockholders. Potential common shares consist of options and warrants. Diluted net loss per common share was the same as basic loss per common share for the three and nine months ended September 30, 2015 and 2014 since the effect of options and warrants would be anti-dilutive due to the net loss attributable to the common stockholders for the periods. Instruments excluded from dilutive earnings per share, because their inclusion would be anti-dilutive, were 175,000 units of options for the three and nine months ended September 30, 2015 and 1,989 units of warrants and 175,000 units of options for the three and nine months ended September 30, 2014. |
Recently Adopted Accounting Pronouncements | (v) Recently Adopted Accounting Pronouncements As of September 30, 2015 and for the nine months then ended, there were no recently adopted accounting pronouncements that had a material effect on the Companys financial statements. |
Recently Issued Accounting Pronouncements not Yet Adopted | (w) Recently Issued Accounting Pronouncements not Yet Adopted As of September 30, 2015, there are no recently issued accounting standards not yet adopted which would have a material effect on the Companys financial statements through 2017. |
Basis of Presentation and Sig27
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Property Plant and Equipment | The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Plant and equipment 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 |
Schedule of Estimated useful Lives for the current and comparative period | The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Patents and trademarks 12-17 Customer lists 5 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings. 2015 Accrued Unrealized Unrealized Fair Cost Income Gains Losses Value Level 2: Money market funds $ 1,002 $ - $ - $ - $ 1,002 US agency securities 297,699 960 1,809 - 300,468 Certificates of deposits 2,695,000 4,620 7,492 - 2,707,112 Corporate securities 1,528,308 2,707 - (1,225 ) 1,529,790 Municipal securities 688,291 1,798 764 - 690,853 Total Level 2: 5,210,300 10,085 10,065 (1,225 ) 5,229,225 Total: $ 5,210,300 $ 10,085 $ 10,065 $ (1,225 ) $ 5,229,225 |
Schedule of Available Sale Securities Maturity | As of September 30, 2015, investments in U.S. agency securities, corporate securities and municipal securities classified as available for sale mature as follows: Within After 1 Year 1 - 5 Years 5 - 10 Years 10 Years $ 295,084 $ 4,834,117 $ - $ 100,024 |
Note Receivable - Related Par29
Note Receivable - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Schedule of Cash Flow in Notes Receivable | The scheduled cash flow from the note is as follows: Principal Interest Total Next 12 Months $ 299,052 $ 61,489 $ 360,541 Next 13-24 Months 290,770 42,038 332,808 Next 25-36 Months 305,647 27,161 332,808 Next 37-48 Months 321,284 11,524 332,808 Next 49-60 Months 82,857 345 83,202 $ 1,299,610 $ 142,557 $ 1,442,167 |
Schedule of Notes Receivable - Related Party | Notes receivable related party as of September 30, 2015 and December 31, 2014 is as follows: 2015 2014 Current $ 299,052 $ 266,457 Non-current 1,000,558 1,209,309 $ 1,299,610 $ 1,475,766 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories at September 30, 2015 and December 31, 2014 consists of the following categories: 2015 2014 Raw Materials $ 392,503 $ 413,897 Sub-Assemblies 509,099 433,793 Finished Goods 82,500 86,365 Reserve for Obsolescence (28,939 ) (28,939 ) $ 955,163 $ 905,116 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment as of September 30, 2015 and December 31, 2014 are as follows: 2015 2014 Computer Equipment $ 100,405 $ 100,405 Computer Software 40,681 30,736 Office Equipment 50,049 50,049 Furniture & Fixtures 29,939 29,939 Machinery & Equipment 1,112,060 1,111,005 Molds & Dies 703,582 654,327 Leasehold Improvements 222,593 222,594 2,259,309 2,199,055 Less Accumulated Depreciation 2,045,155 1,997,572 $ 214,154 $ 201,483 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets as of September 30, 2015 and December 31, 2014 and the movements for the three months then ended are as follows: Distributor & Patents & Customer Trademarks Relationships Totals Cost or Deemed Cost At December 31, 2014 $ 3,851,495 $ 1,270,639 $ 5,122,134 Additions - - - Disposals - - - Impairments (466,476 ) - (466,476 ) At September 30, 2015 $ 3,385,019 $ 1,270,639 $ 4,655,658 Accumulated Amortization At December 31, 2014 $ 1,675,430 $ 1,270,639 $ 2,946,069 Amortization Charge 193,929 - 193,929 Disposals - - - At September 30, 2015 $ 1,869,359 $ 1,270,639 $ 3,139,998 Net Book Value At December 31, 2014 $ 2,176,065 $ - $ 2,176,065 At September 30, 2015 $ 1,515,660 $ - $ 1,515,660 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Trade and Other Payable | Trade and other payables as of September 30, 2015 and December 31, 2014 are as follows: 2015 2014 Trade Payables $ 404,942 $ 377,898 Accrued Expenses 716,601 1,100,782 Legal Settlements Payable 75,000 - Deferred Compensation 59,750 59,750 $ 1,256,293 $ 1,538,430 |
Share-based Payments (Tables)
Share-based Payments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Warrants Activity | The following table summarizes the warrant activities for the nine months ended September 30, 2015: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Shares Exercise Price Term (years) Value Balance at December 31, 2014 1,989 $ 71.76 Granted - - Exercised - - Forfeited - - Canceled/Expired (1,989 ) 71.76 Balance at September 30, 2015 - $ - Exercisable as of September 30, 2015 - $ - - $ - |
Summary of Stock Options Activity | The following table summarizes the option activities for the nine months ended September 30, 2015: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Shares Exercise Price Term (years) Value Balance at December 31, 2014 175,000 $ 4.98 Granted - - Exercised - - Forfeited - - Canceled/Expired - - Balance at September 30, 2015 175,000 $ 4.98 Exercisable as of September 30, 2015 175,000 $ 4.98 3.75 $ - |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Shares Issued to Directors and Officers | Name Shares Aker, Jr., Raymond 70,000 Knox, Brandon 35,000 knox, Thomas 50,000 Moran, Gavin 35,000 190,000 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Commitments | The schedule of lease commitments is as follows: Building Equipment Lease Lease Total Next 12 Months $ 132,000 $ 6,156 $ 138,156 Next 13-24 Months 132,000 6,156 138,156 Next 25-36 Months 132,000 6,156 138,156 Next 37-48 Months 132,000 6,156 138,156 Next 49-60 Months 33,000 513 33,513 |
Basis of Presentation and Sig37
Basis of Presentation and Significant Accounting Policies (Details Narrative) | Apr. 08, 2015USD ($) | Mar. 09, 2015USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)Breathlyzersshares | Sep. 30, 2014USD ($)shares | Dec. 31, 2014USD ($) |
Allowance for doubtful accounts receivable | $ 864,000 | $ 864,000 | |||||
Allowances charged for doubtful accounts | 864,000 | ||||||
Accounts receivable | $ 500,000 | 500,000 | $ 1,000,000 | ||||
Accounts receivable due | 864,000 | 864,000 | |||||
Impairment or disposal of long-lived assets | $ 466,476 | $ 466,476 | |||||
Investment in Hainan Savy Akers Biosciences, Ltd. joint venture | $ 64,091 | $ 64,675 | |||||
Percentage of ownership in Hainan Savy Akers Biosciences, Ltd. joint venture | 19.90% | 19.90% | |||||
Deferred revenue | $ 70,282 | $ 362,150 | |||||
Shipping, handling and transportation costs | 10,998 | $ 8,440 | 43,776 | $ 25,677 | |||
Net Loss Attributable to Common Stockholders | $ 2,326,893 | $ 1,124,320 | $ 5,734,921 | $ 2,230,708 | |||
Option [Member] | |||||||
Antidilutive securities excluded from computation of earnings per share | shares | 175,000 | 175,000 | |||||
Warrant [Member] | |||||||
Antidilutive securities excluded from computation of earnings per share | shares | 1,989 | 1,989 | |||||
Cost of Sales [Member] | |||||||
Shipping, handling and transportation costs | $ 15,590 | $ 18,031 | $ 82,997 | $ 47,238 | |||
Increment One Paid on April 30, 2015 [Member] | April Payment Paid on August 12, 2015 [Member] | |||||||
Accounts receivable | 500,000 | 500,000 | |||||
Increment Two Paid on July 30, 2015 [Member] | |||||||
Accounts receivable | 500,000 | $ 500,000 | |||||
Trade Receivable [Member] | |||||||
Concentration risk percentage | 72.00% | ||||||
Concentration risk, number of customer | Breathlyzers | 2 | ||||||
Percentage of customer accounted for trade receivables | 20.00% | ||||||
Fulton Bank of New Jersey [Member] | |||||||
Cash | 361,800 | $ 361,800 | 399,417 | ||||
Bank of America [Member] | |||||||
Cash | 27,532 | 27,532 | 52,384 | ||||
PayPal [Member] | |||||||
Cash | $ 4,040 | $ 4,040 | $ 4,040 | ||||
Minimum [Member] | |||||||
Normal credit terms extended to customers | 30 days | ||||||
Maximum [Member] | |||||||
Normal credit terms extended to customers | 90 days | ||||||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 | |||||
Maximum [Member] | Patents [Member] | |||||||
Finite-lived intangible asset, useful life | 17 years |
Basis of Presentation and Sig38
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Life of Property Plant and Equipment (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Plant and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Plant and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 12 years |
Furniture & Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture & Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Basis of Presentation and Sig39
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Life of Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Patents and Trademarks [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Patents and Trademarks [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 17 years |
Customer Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Unrealized gain on marketable securities | $ 8,539 | $ (8,004) | $ 28,964 | $ (11,553) |
Proceeds from the sale of marketable securities | 1,202,311 | 1,249,263 | 4,108,632 | 2,330,592 |
Gross gain (loss) on securities | $ 5,213 | $ 891 | $ 7,201 | $ 751 |
Minimum [Member] | ||||
Maturities of securities | 1 year | |||
Maximum [Member] | ||||
Maturities of securities | 20 years |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | $ 5,210,300 |
Accrued Income | 10,085 |
Unrealized Gains | 10,065 |
Unrealized Losses | (1,225) |
Fair Value | 5,229,225 |
Fair Value, Inputs, Level 2 [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 5,210,300 |
Accrued Income | 10,085 |
Unrealized Gains | 10,065 |
Unrealized Losses | (1,225) |
Fair Value | 5,229,225 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | $ 1,002 |
Accrued Income | |
Unrealized Gains | |
Unrealized Losses | |
Fair Value | $ 1,002 |
Fair Value, Inputs, Level 2 [Member] | US Agency Securities [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 297,699 |
Accrued Income | 960 |
Unrealized Gains | $ 1,809 |
Unrealized Losses | |
Fair Value | $ 300,468 |
Fair Value, Inputs, Level 2 [Member] | Certificates of Deposits [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 2,695,000 |
Accrued Income | 4,602 |
Unrealized Gains | $ 7,492 |
Unrealized Losses | |
Fair Value | $ 2,707,112 |
Fair Value, Inputs, Level 2 [Member] | Corporate Securities [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 1,528,308 |
Accrued Income | $ 2,707 |
Unrealized Gains | |
Unrealized Losses | $ (1,225) |
Fair Value | 1,529,790 |
Fair Value, Inputs, Level 2 [Member] | Municipal Securities [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 688,291 |
Accrued Income | 1,798 |
Unrealized Gains | $ 764 |
Unrealized Losses | |
Fair Value | $ 690,853 |
Marketable Securities - Sched42
Marketable Securities - Schedule of Available Sale Securities Maturity (Details) | Sep. 30, 2015USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Within 1 Year | $ 295,084 |
1 - 5 Years | $ 4,834,117 |
5 - 10 Years | |
After 10 Years | $ 100,024 |
Trade Receivables - Related P43
Trade Receivables - Related Party (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Trade Receivables - Related Party | $ 864,000 | ||
Allowance for doubtful accounts | $ (864,000) | ||
Thirty Six Strategies General Trading Liability Company [Member] | |||
Trade Receivables - Related Party | 864,000 | ||
Allowance for doubtful accounts | $ 864,000 |
Notes Receivable - Related Part
Notes Receivable - Related Party (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Value of note receivable | $ 1,299,610 | $ 1,299,610 | $ 1,475,766 |
Interest income | 10,878 | 45,715 | |
Commencing From January 1, 2015 [Member] | |||
Installment amount of note receivable | $ 27,734 | ||
Interest rate on notes payable | 5.00% | ||
Chubeworkx Guernsey Limited [Member] | |||
Value of note receivable | $ 1,299,610 | $ 1,299,610 | $ 1,475,766 |
Note Receivable - Related Par45
Note Receivable - Related Party - Schedule of Cash Flow in Note Receivable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Principal | $ 1,299,610 | $ 1,475,766 |
Chubeworkx Guernsey Limited [Member] | ||
Principal | 1,299,610 | $ 1,475,766 |
Interest | 142,557 | |
Total | 1,442,167 | |
Chubeworkx Guernsey Limited [Member] | Next 12 Months [Member] | ||
Principal | 299,052 | |
Interest | 61,489 | |
Total | 360,541 | |
Chubeworkx Guernsey Limited [Member] | Next 13-24 Months [Member] | ||
Principal | 290,770 | |
Interest | 42,038 | |
Total | 332,808 | |
Chubeworkx Guernsey Limited [Member] | Next 25-36 Months [Member] | ||
Principal | 305,647 | |
Interest | 27,161 | |
Total | 332,808 | |
Chubeworkx Guernsey Limited [Member] | Next 37-48 Months [Member] | ||
Principal | 321,284 | |
Interest | 11,524 | |
Total | 332,808 | |
Chubeworkx Guernsey Limited [Member] | Next 49-60 Months [Member] | ||
Principal | 82,857 | |
Interest | 345 | |
Total | $ 83,202 |
Note Receivable - Related Par46
Note Receivable - Related Party - Schedule of Notes Receivable - Related Party (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Current | $ 299,052 | $ 266,457 |
Non-current | 1,000,558 | 1,209,309 |
Total | $ 1,299,610 | $ 1,475,766 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Inventory Disclosure [Abstract] | ||||
Cost of goods sold for obsolete inventory |
Inventories - Schedule of Inve
Inventories - Schedule of Inventories (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 392,503 | $ 413,897 |
Sub-Assemblies | 509,099 | 433,793 |
Finished Goods | 82,500 | 86,365 |
Reserve for Obsolescence | (28,939) | (28,939) |
Inventory, Net, Total | $ 955,163 | $ 905,116 |
Property, Plant and Equipment49
Property, Plant and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 15,938 | $ 47,583 | $ 23,233 | $ 7,593 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 2,259,309 | $ 2,199,055 |
Accumulated Depreciation | 2,045,155 | 1,997,572 |
Property, Plant and Equipment, Net | 214,154 | 201,483 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 100,405 | 100,405 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 40,681 | 30,736 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 50,049 | 50,049 |
Furniture & Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 29,939 | 29,939 |
Machinery & Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 1,112,060 | 1,111,005 |
Molds & Dies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 703,582 | 654,327 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 222,593 | $ 222,594 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 64,643 | $ 64,643 | $ 193,929 | $ 193,929 |
Intangible Assets - Schedule o
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Cost or Deemed Cost, Beginning Balance | $ 5,122,134 | |||
Cost or Deemed Cost, Additions | ||||
Cost or Deemed Cost, Disposals | ||||
Cost or Deemed Cost, Impairments | $ (466,476) | |||
Cost or Deemed Cost, Ending Balance | $ 4,655,658 | 4,655,658 | ||
Accumulated Amortization, Beginning Balance | 2,946,069 | |||
Accumulated Amortization, Amortization Charge | 64,643 | $ 64,643 | $ 193,929 | $ 193,929 |
Accumulated Amortization, Disposals | ||||
Accumulated Amortization, Ending Balance | 3,139,998 | $ 3,139,998 | ||
Net Book Value, Beginning Balance | 2,176,065 | |||
Net Book Value, Ending Balance | 1,515,660 | 1,515,660 | ||
Patents & Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost or Deemed Cost, Beginning Balance | $ 3,851,495 | |||
Cost or Deemed Cost, Additions | ||||
Cost or Deemed Cost, Disposals | ||||
Cost or Deemed Cost, Impairments | $ (466,476) | |||
Cost or Deemed Cost, Ending Balance | 3,385,019 | 3,385,019 | ||
Accumulated Amortization, Beginning Balance | 1,675,430 | |||
Accumulated Amortization, Amortization Charge | $ 193,929 | |||
Accumulated Amortization, Disposals | ||||
Accumulated Amortization, Ending Balance | 1,869,359 | $ 1,869,359 | ||
Net Book Value, Beginning Balance | 2,176,065 | |||
Net Book Value, Ending Balance | 1,515,660 | 1,515,660 | ||
Distributor & Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost or Deemed Cost, Beginning Balance | $ 1,270,639 | |||
Cost or Deemed Cost, Additions | ||||
Cost or Deemed Cost, Disposals | ||||
Cost or Deemed Cost, Impairments | ||||
Cost or Deemed Cost, Ending Balance | 1,270,639 | $ 1,270,639 | ||
Accumulated Amortization, Beginning Balance | $ 1,270,639 | |||
Accumulated Amortization, Amortization Charge | ||||
Accumulated Amortization, Disposals | ||||
Accumulated Amortization, Ending Balance | $ 1,270,639 | $ 1,270,639 | ||
Net Book Value, Beginning Balance | ||||
Net Book Value, Ending Balance |
Trade and Other Payables (Detai
Trade and Other Payables (Details Narrative) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Trade and other payables are non-interest bearing, terms | 30 days |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Trade Payables | $ 404,942 | $ 377,898 |
Accrued Expenses | 716,601 | $ 1,100,782 |
Legal Settlements Payable | 75,000 | |
Deferred Compensation | 59,750 | $ 59,750 |
Trade and Other Payables, Total | $ 1,256,293 | $ 1,538,430 |
Deferred Revenue - Related Pa55
Deferred Revenue - Related Party (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Deferred Revenue Disclosure [Abstract] | |||
Number of units shipped | 8,120,000 | ||
Revenue recognition period | 3 years | ||
Deferred revenue | $ 166,667 |
Share-based Payments (Details N
Share-based Payments (Details Narrative) - USD ($) | Jan. 23, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 09, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock option issued | ||||||
Aggregate intrinsic value exercise price of options | $ 3.15 | |||||
Fair value of stock options vested | $ 549,600 | |||||
Unrecognized compensation cost | ||||||
2013 Stock Incentive Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock option issued | 400,000 | |||||
Amended And Restated 2013 Incentive Stock And Award Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized during period | 800,000 | |||||
Warrant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants expiration date | Mar. 18, 2015 |
Share-based Payments - Schedule
Share-based Payments - Schedule of Share-based Compensation Warrants Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning | shares | 1,989 |
Number of Shares, Granted | shares | |
Number of Shares, Exercised | shares | |
Number of Shares, Forfeited | shares | |
Number of Shares, Canceled/Expired | shares | (1,989) |
Number of Shares, Outstanding, Ending | shares | |
Number of Shares, Exercisable | shares | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 71.76 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Exercise Price, Canceled/Expired | $ 71.76 |
Weighted Average Exercise Price, Outstanding, Ending | |
Weighted Average Exercise Price, Exercisable | |
Weighted Average Remaining Contractual Term, Exercisable | 0 years |
Aggregate Intrinsic Value, Exercisable | $ |
Share-based Payments - Summary
Share-based Payments - Summary of Stock Options Activity (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares, Beginning | shares | 175,000 |
Number of Shares, Granted | shares | |
Number of Shares, Exercised | shares | |
Number of Shares, Forfeited | shares | |
Number of Shares, Canceled/Expired | shares | |
Number of Shares, Ending | shares | 175,000 |
Number of Shares, Exercisable | shares | 175,000 |
Weighted Average Exercise Price, Beginning | $ 4.98 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Exercise Price, Canceled/Expired | |
Weighted Average Exercise Price, Ending | $ 4.98 |
Weighted Average Exercise Price, Exercisable | $ 4.98 |
Options Exercisable Weighted Average Remaining | 3 years 9 months |
Aggregate Intrinsic Value, Exercisable | $ |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Jan. 09, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Equity [Abstract] | |||
Issuance of Restricted Common Stock for Directors & Officers, shares | 190,000 | ||
Issuance of Restricted Common Stock for Directors & Officers | $ 697,300 | $ 697,300 | |
Common stock, price per share | $ 3.67 | ||
Liability included in trade and other payables | $ 697,300 | ||
Number of reserved shares of its common stock for outstanding warrants and options | 175,000 | 176,989 |
Equity - Schedule of Shares Iss
Equity - Schedule of Shares Issued to Directors and Officers (Details) | Jan. 09, 2015shares |
Issuance of Restricted Common Stock for Directors & Officers, shares | 190,000 |
Akers Jr Raymond [Member] | |
Issuance of Restricted Common Stock for Directors & Officers, shares | 70,000 |
Knox Brandmon [Member] | |
Issuance of Restricted Common Stock for Directors & Officers, shares | 35,000 |
Knox Thomas [Member] | |
Issuance of Restricted Common Stock for Directors & Officers, shares | 50,000 |
Maran Gavin [Member] | |
Issuance of Restricted Common Stock for Directors & Officers, shares | 35,000 |
Income Tax Expense (Details Nar
Income Tax Expense (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | ||||
Unrecognized tax benefits |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2014 | Jan. 15, 2014 | Aug. 05, 2013 | Jun. 19, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 23, 2013 |
Related Party Transaction [Line Items] | ||||||||||
Exclusive license and supply agreement term | 3 years | |||||||||
License fees received | $ 1,000,000 | |||||||||
Short-term debt | $ 307,500 | |||||||||
Debt instrument interest rate stated percentage | 5.00% | |||||||||
Interest expense debt | $ 969 | |||||||||
Related parties sales | $ 864,000 | |||||||||
Trade receivables related party | $ 864,000 | |||||||||
Unsecured loan term | 360 days | |||||||||
Product revenue from related party | $ 1,630,379 | |||||||||
Allowance for doubtful accounts | $ (864,000) | |||||||||
Administrative expenses from related party | $ 864,000 | $ 195,002 | ||||||||
Mr. Rauch's [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Exclusive license and supply agreement term | 3 years | |||||||||
Consulting fees | $ 5,625 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Sep. 29, 2014 | Jan. 07, 2013 | Jan. 01, 2008 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Operating leases rent expense net | $ 6,156 | $ 132,000 | $ 130,200 | ||||
Lease agreement term | 60 months | 7 years | |||||
Lease expiration date | Dec. 31, 2019 | ||||||
Rent expense, including related CAM charges | $ 40,290 | $ 40,290 | $ 120,870 | $ 120,870 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Sep. 30, 2015USD ($) |
Next 12 Months | $ 138,156 |
Next 13-24 Months | 138,156 |
Next 25-36 Months | 138,156 |
Next 37-48 Months | 138,156 |
Next 49-60 Months | 33,513 |
Building Lease [Member] | |
Next 12 Months | 132,000 |
Next 13-24 Months | 132,000 |
Next 25-36 Months | 132,000 |
Next 37-48 Months | 132,000 |
Next 49-60 Months | 33,000 |
Equipment Lease [Member] | |
Next 12 Months | 6,156 |
Next 13-24 Months | 6,156 |
Next 25-36 Months | 6,156 |
Next 37-48 Months | 6,156 |
Next 49-60 Months | $ 513 |
Major Customers (Details Narrat
Major Customers (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)Breathlyzers | Sep. 30, 2014USD ($)Breathlyzers | Sep. 30, 2015USD ($)Breathlyzers | Sep. 30, 2014USD ($)Breathlyzers | |
Customers One [Member] | ||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Customers Two [Member] | ||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Customers [Member] | ||||
Concentration risk, percentage | 54.00% | 70.00% | 65.00% | 82.00% |
Concentration risk, number of customer | 2 | 2 | 2 | 3 |
Due from customers | $ | $ 397,589 | $ 2,461,017 | $ 397,589 | $ 2,461,017 |
Customers Three [Member] | ||||
Concentration risk, percentage | 10.00% |
Major Suppliers (Details Narrat
Major Suppliers (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)Breathlyzers | Sep. 30, 2014Breathlyzers | Sep. 30, 2015USD ($)Breathlyzers | Sep. 30, 2014Breathlyzers | |
Supplier One [Member] | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | |
Supplier Two [Member] | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | |
Supplier Three [Member] | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | |
Suppliers [Member] | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Concentration risk percentage | 61.00% | 53.00% | 47.00% | 10.00% |
Concentration risk, number of suppliers | 3 | 4 | 2 | 0 |
Due to suppliers | $ | $ 30 | $ 30 | ||
Supplier Four [Member] | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Concentration risk percentage | 10.00% |
Contingencies (Details Narrativ
Contingencies (Details Narrative) | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Accrual expenses | $ 75,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Settlement Agreement [Member] | Oct. 02, 2015USD ($)Agreements |
Settlement paid in cash | $ 75,000 |
Number of settlement agreements | Agreements | 2 |